AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT

Contract Categories: Business Finance - Registration Rights Agreements
EX-10.3 4 dex103.htm REGISTRATION RIGHTS AGREEMENT - MENTE, LLC Registration Rights Agreement - Mente, LLC

Exhibit 10.3

AMENDMENT NO. 1 TO

REGISTRATION RIGHTS AGREEMENT

This Amendment No. 1 (“Amendment”) to that certain Registration Rights Agreement, dated as of July 17, 2000 (“Agreement”), by and between ICO-Teledesic Global (assumed by ICO Global Communications (Holdings) Limited (“Company”)) and Cascade Investment, LLC (and assigned/assumed by Mente, LLC) (“Holder”) is made as of the 26th day of April, 2010 (“Effective Date”) (Company and Holder, each a “Party” and collectively, the “Parties”). Capitalized terms used herein without definition shall have the meanings given to such terms in the Agreement.

WHEREAS, the Agreement grants Holder the right to demand registration of shares of the Company’s Class B Common Stock, including the shares of Class A common stock issuable upon conversion (“Registration Rights”).

WHEREAS, the Agreement expires July 17, 2010 (“Initial Expiration Date”).

WHEREAS, Holder has agreed to refrain from exercising its Registration Rights before the Initial Expiration Date if the Company agrees to extend the term of the Agreement.

NOW THEREFORE, in consideration of the mutual promises and covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

 

  1. Amendment to Section 5 Discontinuation of Sales. Section 5 of the Agreement is hereby amended by deleting the references to “Section         ” and inserting in their stead “Section 4(e).”

 

  2. Amendment to Section 19 Term. Section 19 of the Agreement is hereby amended and restated in its entirety to read as follows:

“19. Term. This Agreement and the rights granted hereunder shall expire on the twelfth anniversary of the date set forth in the preamble to this Agreement.”

 

  3. New Section 20. Section 20 of the Agreement is hereby added to read as follows:

“20. Waiver of Certain Registration Rights. Holder agrees not to exercise its rights under Section 2 of the Agreement before the Initial Expiration Date.”

 

  3. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an originally executed signature page or pages hereto, a counterpart signature page, or a photocopy or electronically scanned copy thereof transmitted by telephone facsimile transmission or electronic mail shall be as effective as delivery of a manually signed counterpart of this Amendment.

  4. Continuing Effect. With the exception of this Amendment, the remaining provisions of the Agreement remain unchanged.

* * * *

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the Effective Date.

 

ICO Global Communications (Holdings) Limited     Mente, LLC

/s/ John L. Flynn

    

/s/ Michael Larson

Name:    John L. Flynn     Name:   Michael Larson
Title:    Executive Vice President, General Counsel     Title:   Executive Manager - Investments
   and Corporate Secretary